MANISH MULTI PACKFILMS PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THESE are the petitions filed by the petitioner companies for sanction of a Scheme of arrangement in the nature of amalgamation of two Transferor Companies viz. Manish Multi Packfilms Private Limited and Vikas Metalizers Private Limited with Manish Packaging Private Limited, the Transferee Company under Section 391 read with Section 394 of the Companies Act, 1956. All the petitioner Companies belong to the same group of management. Vide respective orders dated 28th March, 2008 passed in Company Application Nos. 229, 230 and 231 of 2008, meetings of the Equity Shareholders and Creditors were dispensed with in case of the first Transferor Company, the meeting of the Equity Shareholders were dispensed with in view of the written consent letters placed on record and there was no Secured and Unsecured Creditors of the second Transferor Company. Similarly, vide said order passed for the Transferee Company, meeting of the Equity Shareholders was dispensed with in view of the written consent letters placed on record.

(2.) THE petitions were admitted vide order dated 09th April, 2008. The public notices for the same were duly advertised in the newspapers 'the Indian Express" English daily, Ahmedabad edition dated 23rd April, 2008 and "gujarat Mitra" Gujarati daily, Surat edition dated 22nd April, 2008 and the publication in the Government Gazette was dispensed with. Affidavits dated 28th April, 2008 confirms the same. No one has come forward with any objections to the said petitions even after the publication. The same has been further confirmed by the additional affidavit dated 21st September, 2008 annexed collectively to the petition for the Transferee Company.

(3.) NOTICE of the petition of the Transferor Companies were served upon the Official Liquidator attached to this Court. Vide separate reports dated 28th August, 2008 filed by the Official Liquidator for both the Transferor Companies, it is observed that the affairs of the respective Transferor Companies have not been conducted in a manner prejudicial to the interest of their members or to the public interest.